TERMS&CONDITIONS

STANDARD TERMS & CONDITIONS OF SALE

1. Interpretation In these conditions of sale

"The Supplier" means Comfort Seating Europe Ltd (Company number SC437630) whose registered office is at Riverbank Mill, 2 Stoneygate Road, Newmilns, Ayrshire KA16 9AJ "Conditions" means these terms and conditions; "Goods" means the goods which are the subject of the Order; "Intellectual Property" means any patent, copyright, registered design, trade mark or other industrial or intellectual property right in respect of the Goods and applications for any of the foregoing; "LPCD (Interest) Act 1998" means the Late Payment of Commercial Debts (Interest) Act 1998; "Order" means the order from the Purchaser accepted by the Supplier; "Price" means the price payable in accordance with Condition 3 hereof; "Purchaser" means the party placing the Order; and "Site" means the site to which the Goods are delivered.

2. Preliminaries

2.1 Unless expressly stated to the contrary by the Supplier in writing these Conditions shall be deemed to be incorporated into any contract between the Supplier and the Purchaser and shall be deemed to override any terms or conditions which are inconsistent with them which the Purchaser may attempt to introduce.

2.2 Unless otherwise agreed in writing by the Supplier these Conditions supersede any earlier sets of conditions of sale appearing on the Supplier's price list, quotation forms, order forms, invoices or on any other document whatsoever.

2.3 The Supplier shall not be obliged to question the authority of any signature stated to be made by or on behalf of the Purchaser that is affixed to any credit application, order, acceptance of delivery or other document whatsoever.

2.4 Neither the Purchaser nor Supplier shall be bound by any variation, waiver of or addition to these Conditions except as agreed by both parties in writing and these Conditions constitute the full understanding of the parties and are a complete and exclusive statement of the terms of their agreement.

2.5 If any of the provisions of these terms and conditions are held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions of the terms and conditions and the remainder of the affected provisions shall continue to be valid.

2.6 An Order shall not be deemed to have been accepted unless and until the Supplier has formally accepted such order in which event it shall constitute an Order under these Conditions. Acceptance, confirmation and delivery of customer orders will be strictly in accordance with our order acknowledgement. It should therefore be checked by customers for accuracy, as we will not take responsibility for any subsequent change and associated cost.

3. Price

The Price payable for the Goods shall be the Price indicated on the Order. We shall endeavour to maintain prices quoted but we reserve the right to increase quoted prices according to any increase in cost of labour or materials which take effect between acceptance and delivery of the order or that part of the order remaining undelivered at the time of such increase. Unless otherwise stated, the price will be that ruling at the time of despatch.

4. Terms of Payment

4.1 Without prejudice to Condition 1 4.2, the Supplier shall be entitled to invoice the Purchaser on or at any time after delivery of the Goods.

4.2 Unless otherwise stated in the Order, the Purchaser shall pay the Price of the Goods within 30 days following the date of invoice and without prejudice to Condition 4.3 of the date of the Supplier's invoice.

4.3 Notwithstanding Condition 4.2, the Supplier may, in accepting an Order for goods, demand that the Price is payable in full in advance of or upon delivery or impose such other payment terms (including the payment of a cash deposit) as it sees fit, and such payment terms shall be incorporated into the Order.

5. Overdue Payments

5.1 Time for payment of all sums under the Order shall be of the essence. If payment is not made in full by the due date for payment whether the same be demanded or not the Supplier shall be entitled (without prejudice to any other rights it may have);

5.1.1 to charge interest in accordance with Condition 8; and

5.1.2 to require payment in advance of delivery of undelivered Goods; and

5.1.3 to refuse to make any delivery of any undelivered Goods whether ordered under the Order or not and without incurring any liability whatever to the Purchaser for non delivery or any delay in delivery; and

5.1.4 to terminate the Order.

5.2 For the avoidance of doubt the Purchaser shall not be entitled to set off any claim for payment it may have against the Supplier, unless such claim has been upheld by a court.

6. Access

The Purchaser shall be responsible for ensuring that the Supplier, its employees and contractors have access to the Site to deliver the Goods.

7. VAT

All prices quoted are exclusive of Value Added Tax.

8. Interest

8.1 Where a payment is late as defined in the LPCD (Interest) Act 1998, the interest rates set out in the LPCD (Interest) Act 1998 as amended from time to time shall be applicable.

8.2 In the event that Condition 8.1 is not applicable the Supplier reserves the right to charge interest (both before and after any judgment) at the rate of 3% per annum above the current base rate of HSBC plc on all outstanding payments from the date due in accordance with Condition 4 and up to and including the date on which final settlement is made in full.

9. Delivery

9.1 Any dates stated by the Supplier for the delivery of the Goods are approximate only and do not form part of the Order and the Purchaser agrees that the time of delivery shall not be of the essence of the Order. The Goods may be delivered in advance of any quoted delivery date upon giving reasonable notice to the Purchaser.

9.2 The Purchaser's signature on the delivery note shall constitute acceptance of the Goods within the meaning of section 35 of the Sale and Supply of Goods Act 1994 and the Goods shall be deemed to be in accordance with the Order.

9.3 The Purchaser shall provide the Supplier's personnel with full and unrestricted access to its premises for the purpose of delivery of the Goods and shall ensure that such premises are clean, safe, cleared for delivery and comply with all relevant health and safety legislations applicable at the date of delivery.

9.4 For the avoidance of doubt the Purchaser shall not be obliged to remove and/or move any existing furniture and/or computer equipment (including cabling) at the Purchaser's premises.

10. Suitability and Specification of the Goods

10.1 The Supplier assumes that all Goods ordered from it are suitable for the purpose for which they are required. The Supplier is not required to enquire further from the Purchaser as to the use to which the Purchaser wishes to put the Goods.

10.2 The Purchaser acknowledges that the Goods will be used only in accordance with the specific instructions included with the packaging of the Goods and the Supplier will not be liable for any fault or defect caused as a result of the Purchaser not following the specific instructions.

10.3 The Purchaser has not relied on any representation or warranty made by the Supplier or its agents before the Order where such representation or warranty related or referred in any way to (i) the correspondence of the Goods to any description or (ii) the quality of the Goods or (iii) the fitness of the Goods for any purpose whatsoever.

11. Risk

Notwithstanding any provision which may suggest the contrary in these Conditions, the Goods are at the risk of the Purchaser from the moment they are delivered or due to be collected from the Supplier's premises and from such date until the date of payment as defined in Condition 12 the Purchaser shall be in a fiduciary relationship with and be the agent of the Supplier in relation to the Goods. 12. Title Property in the Goods will be transferred to the Purchaser upon receipt by the Supplier of all sums owed to the Supplier by the Purchaser in respect of the Goods and (if any) in respect of other items and (if any) in respect of amounts owing under Condition 3, Condition 5 and\or Condition 14 hereof (hereinafter referred to as "the date of payment").

13. Property

Until the date of payment of all sums due to the Supplier in respect of an Order:-

13.1 the property in the Goods shall be or remain in the Supplier;

13.2 the Supplier may retake possession of and permanently retain the Goods;

13.3 the Purchaser will, if so required by the Supplier store the Goods in such a way that indicates the Goods are clearly the property of the Supplier;

13.4 if the Goods become constituents of or converted into other products ("the new goods") in such a way that the Goods are not rapidly identifiable and removable the Purchaser shall store such new goods separately and shall notify the Supplier of the precise location and position thereof and the ownership of such new goods and the property therein shall vest in the Supplier;

13.5 Upon any sale of any new goods falling within the scope of the foregoing provision by the Supplier, then if the proceeds of the sale exceed the price or the balance of the price of the Goods due to the Supplier from the Purchaser the Supplier shall apply the balance of the proceeds of sale as follows:-

13.5.1 first reimbursing the Supplier the cost and expenses of the taking of possession and the sale of the new goods and any damage which the Supplier has suffered as a result of any repudiation of the contract by the Purchaser;

13.5.2 secondly, paying any sums due and owing to other creditors of the Purchaser in respect of other items and materials used in connection with the manufacture of the new goods where the property in such items and materials has remained vested in such other creditors by reason of effective reservation of title clauses and the claim of such other creditors pursuant to such reservation of title clauses have been notified to the Supplier by the Purchaser or its liquidator, administrator or receiver or by such other creditors.

14. Storage

14.1 If the Goods are ready for delivery but are held back in accordance with the Purchaser's instructions or if the Purchaser shall fail to accept delivery or the Goods are not, in the opinion of the Supplier capable of being delivered due to the state and condition of the Purchaser's premises the Supplier may in addition to its rights contained in Condition 14.2, require the Purchaser to pay its additional delivery charges and to pay a reasonable storage fee and administration fee to be determined by the Supplier which shall apply at the expiry of three days from the date the Purchaser is told that the Goods are ready for despatch or immediately if the Purchaser fails to accept delivery.

14.2 Notwithstanding Conditions 4.1 and 14.1, the Supplier may, in the circumstances envisaged in Condition 14.1, invoice the Purchaser on or at any time after the date upon which the Goods were originally to have been delivered in which event the provisions of Condition 4.2 will apply.

15. Return of Goods

Goods may only be returned to the Supplier if the prior written consent of the Supplier has first been obtained.

16. Cancellation

The Supplier may in its absolute discretion accept the cancellation of an Order in writing providing it is indemnified by the Purchaser in respect of all costs and expenses incurred and such reasonable administration fee as the Supplier shall determine prior to the cancellation being accepted and for loss of profits but in no circumstances is the Supplier obliged to accept any cancellation.

17. Liability

The Supplier shall not be liable for any consequential, loss of profits or special loss arising out of any breach of condition, warranty or contract on the part of the Supplier in respect of the Goods. The Supplier's liability for such breach in respect of the Goods shall be limited to the net invoice value or at the Supplier's absolute discretion to the replacement of the Goods.

18. Exclusions

18.1 No liability whatsoever shall be incurred by the Supplier in respect of any representation made by the Supplier or its agents to the Purchaser or the Purchaser's agents before the Order was made where such representation related or referred in any way to (i) the correspondence of the Goods to any description or (ii) the quality of the Goods or (iii) the fitness of the Goods and for any purpose whatsoever.

18.2 No liability whatsoever (other than as expressly set out in these terms and conditions) shall be incurred by the Supplier to the Purchaser in respect of any express term of the Order whether a condition, warranty or intermediate stipulation (including any liability arising from the breach of such term) where the said term relates or refers in any way to (i) the correspondence of the Goods to any description or (ii) the quality of the Goods or (iii) the fitness of the Goods for any purpose whatsoever.

18.3 All implied terms conditions or warranties whether statutory or otherwise as to (i) the correspondence of the Goods to any description or (ii) the satisfactory quality of goods provided as part of the Goods or (iii) the fitness of the Goods and for any purpose whatsoever (whether made known to the Supplier or not) are hereby excluded from the Order (other than as may be expressly set out in these terms and conditions) to the maximum extent permissible by law.

18.4 The Supplier does not seek to exclude liability for death or personal injury caused by the Supplier's negligence, nor (where the Purchaser deals as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977) to exclude liability for breach of the obligations arising from Sections 2 to 5 and 13 to 15 of the Supply of Goods and Services Act 1982.

19. Intellectual Property Rights

Nothing in these Conditions shall give the Purchaser any rights in respect of any Intellectual Property used by the Supplier in relation to the Goods or of the goodwill associated therewith, and the Purchaser hereby acknowledges that, except as expressly provided in these Conditions it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in the Supplier STANDARD TERMS & CONDITIONS OF SALE

20. Contingencies

In the event that war invasion acts of foreign enemy hostilities (whether war is declared or not) civil war, rebellion, revolution, insurrection, military or usurped power the Supplier shall be released from all its liabilities incurred in respect of the Order whatsoever and to the extent to which fulfilment of such obligation is prevented frustrated or impeded as a consequence of any such events or by any statute, rules, regulations, orders or requisitions issued by any government department, councils or duly constituted authorities or for strikes, lock outs, break downs of plant or equipment or any cause (whether or not of a like nature) outside of the Supplier's direct control.

21. Disclosure of Information

The Purchaser acknowledges that the Supplier may wish to use the services of a credit reference agency before accepting an order for goods and expressly authorises the Supplier to furnish such agency with information concerning the Purchaser as the Supplier has in its possession.

22. Statutory Rights

Nothing in these Conditions shall affect the statutory rights of a Consumer.

23. Law

The contract formed by these Conditions, the Order and its acceptance shall be governed by and construed in accordance with the Law. Any disputes arising out of the Conditions shall be submitted to the non exclusive jurisdiction of the Courts.

24. Third Party Rights

The Parties do not intend that any of the Conditions will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.